All the well-dressed people of St. Ogg’s come to the town fair. Maggie enjoys a lot of flattering attention. Although she is obviously dressed in a plain, muslin, hand-me-down outfit, she is admired for her simple beauty and lack of adornment. Her manner is distinctive too; she puts on none of the artificial airs of her contemporaries.

Inside the town hall, many of the female citizens have set up tables to display their handicrafts and ware, which they are selling for charity. People from all around come to support their efforts as well as to see all the young ladies dressed in their finest garments.

Lucy and Stephan are there, and Lucy is enjoying the exclusive attention of her beau. She does notice, though, that Stephan appears to be purposefully ignoring Maggie. She urges Stephan to ask Maggie if she is hungry and to buy her something to eat. Stephan refuses, telling Lucy to ask Philip to do so. Lucy explains that though Philip is present at the fair, he does not like to be seen when so many people are in attendance. He is lounging somewhere in the more secluded rooms. Then Lucy looks over to Maggie’s table and is surprised to see Philip’s father approaching Maggie. Mr. Wakem speaks to Maggie briefly, buys one of the items at her table, and leaves.

After Wakem moves to another part of the room, Stephan wanders over to Maggie’s table and asks if he might bring her something to eat. Maggie refuses the offer and adds, “Pray, go away.” Stephan is surprised by this reaction, looks to the spot where Maggie is staring, and sees Philip sitting in a corner. For the first time, Stephan questions the depth of Maggie and Philip’s relationship. This prompts him to walk over to Philip. When he speaks to Philip, though they speak only in generalities, they both are aware of the tension between them. Maggie appears to be the center of that tension, though neither young man admits it.

After the fair, Maggie and Lucy have a few minutes together. They have been so busy lately that they have not had much time to talk. Now, for the first time, Maggie announces to her cousin that she will be leaving in a couple of days. She has applied and been accepted for a job as a tutor in a town along the coast. Lucy is angry that Maggie has kept this secret. Lucy also questions Maggie’s love for Philip. She tells Maggie that she has expected the two of them would marry. Maggie admits that she does love Philip enough to marry him, and she knows he would make a very loving husband, but she cannot do so if it means that Tom will no longer want to be a part of her life. Lucy offers to speak to Tom. Tom has been out of town and has not yet been told that his uncle plans to buy back the mill. This news should soften Tom, Lucy believes. Maybe then he will also forgive the Wakem family.